For Alexander Payne, "Nebraska" is a kind of home-coming to the Midwestern
setting of his first three films - "Citizen Ruth," "Election" and "About
Schmidt" -- which established his deadpan-funny vision of Americana, before he
took journeys to California and Hawaii in the equally acclaimed "Sideways" and
"The Descendants."

Yet, this is a homecoming to a place that has been changing. It's a place
that has unwound into strings of fading towns that might not have much in the
way of 21st Century economic prospects, but still nurture a way life that once
defined the country as we knew it. It's also a place that highlights the
dilemmas of Woody and David Grant, a father and son who aren't quite sure what
to make of one another's futures.

Payne chose the locations for "Nebraska" with a meticulousness that is part
and parcel of his style. Indeed, his unending quest for naturalistic settings
often becomes one of the main challenges of his productions. Notes Berger:
"Alexander casts locations just as carefully as he casts the actors."

Given that the film would be black and white, tone was an essential
consideration for both locations and costumes. It was a new experience for
everyone. "I've never designed for black and white before, but we drew what we
could from classic, old movies," notes production designer Dennis Washington,
whose films include "The Fugitive," "Prizzi's Honor," and "Stand By Me." "We had
to kind of relearn tactics used in the past - and then we coupled those with new
digital tactics."

That education began as soon as Washington joined the film. "When we were
scouting, I started taking pictures in color and transferring them to black and
white, so I could see the changes. You might think it's obvious what's going to
change but it's not. Your focus goes to one thing in color, but in black and
white, suddenly it is elsewhere. So I began to understand all that. Later,
everything we learned helped us to focus subtlety where it should be, to work
with the lighting, and to know when and how we could bring the contrast up to
get that gorgeous quality of black and white photography."

Plainview, Nebraska - a town that echoes its humble, straightforward name -
stood in for Hawthorne. "We wanted a town that could give you a feeling for
where Woody came from, the kind of town that hasn't changed all that much.
Plainview is a vibrant little town - it's not necessarily like the town in the
script - but it has some of that feeling of being set in its own time," says
Washington.

He goes on: "Hawthorne is meant to be a place that is not too cute. It hasn't
been gentrified. You see a mix of the new and old, but you get the feeling that
this town just hasn't moved that much. It's surviving, and so are the people.
All the work we did on the town was very subtle."

For the sake of filming, many street signs were changed from Plainview to
Hawthorne, which did have its consequences. "I understand there was a Fed-ex
driver looking for a Plainview address and all he could find was Hawthorne, so
he was desperately lost in the middle of town," laughs Washington.

This was Washington's first time working with Payne, an experience he
savored. "I don't know if I've ever spent as much time with the director
scouting locations, and talking about theory and the story," he elucidates.
"Alexander told me at the start, 'I'm very particular with locations' and he
puts his money where his mouth is. He was out there with us going to strangers'
doors and saying, 'You don't know us, but we'd like to look at your house.' He
always has something very specific in mind, but he is always open to
opportunity. You will be in the car with him and he'll suddenly stop and say
'Look at that sign. We've got to have that sign.' All of that enriches the story
in every moment."

For costume designer Wendy Chuck, who has worked with Payne since "Election,"
"Nebraska" was a true study in subtlety - as she worked meticulously to allow
the characters to seem the very opposite of meticulous, to be as casual, natural
and real as anyone you'd meet on a Midwestern street.

For Bruce Dern's Woody, she took a bottom-up approach. "It started with
finding the right shoes," she explains. "He does all this walking in the cold.
So I started with what I took to be 'old man' comfortable shoes. Then, I decided
to keep him in the same jeans the entire movie. You think 'oh just jeans' but we
wanted just those kinds of pants that maybe you bought too long and eventually
they start to fray at the bottom. We put some real age and patina on his pants."

Similarly Chuck's team put Woody's plaid shirts through a cement mixer and
soaked them with lemon to fade them out into something as worn out as he is. The
shirts are topped off with the jacket that takes Woody through the whole movie.
"We got lucky, finding the perfect jacket in the Salvation Army in Norfolk,
Nebraska, which is as local as you can get," says Chuck. "It had all the right
texture, all the age and it gives Bruce just the right shape for his
performance. It gives him a layered look -- and I feel like part of who this man
is is having a lot of layers. So that's what you see in Woody."

David starts out in contemporary men's casuals but as the film's goes on, he
ultimately echoes his father's plaids and jeans. "We see them coming a little
closer together," Chuck observes. "David has many of the same kinds of items as
Woody but in slightly different versions."

Though she might have been working with such everyday items as June Squibb's
easy-going button-downs or Stacy Keach's trucker hats, Chuck had the sense she
was creating a luminous portrait of everyday life. "From the first week on this
film, I was on a high because I felt like I was contributing to what I consider
to be a work of art," she says. "It's so very exciting to wake up every day and
feel passionate about what you do, to be excited to go to the set, to see people
that you love, to collaborate with them and every night, to want more of that
experience. To be hungry for more, that's a gift."

On the heels of principal photography, Payne and his longtime editor Kevin
Tent, who has cut all his films, began to weave the narrative into its final
form. The final touches included a score by Mark Orton, the composer and
multi-instrumentalist known as a member of the genre-defying chamber group the
Tin Hat Trio.

"Alexander started off using a temp track by Tin Hat Trio, but he fell so in
love with the music, he brought Mark in to do more," explains Berger. "Mark's
music has a haunting, soulful quality that is very cinematic. The score he gave
us really fits the landscape and the quality of the characters - there's that
same mix of humor and depth to it."

That same combo of the funny and finely-observed imbues the whole film, but
the filmmaking remains understated to the point that the audience is invited to
bring their own experiences into the mix.

"I think for many people there's a road trip with a parent, or a moment with
a parent, that you always wanted to have happen," concludes Yerxa. "Maybe it
never did happen, but it's always there in your mind. 'Nebraska' takes that
journey."